ProAssurance (PRA) CFO disposes equity in $25-per-share merger

Rhea-AI Filing Summary

PROASSURANCE CORP Chief Financial Officer Dana S. Hendricks reported dispositions of equity in connection with the company’s merger with The Doctors Company. On June 26, 2026, 45,392 shares of common stock were cancelled and converted into the right to receive $25.00 per share in cash under the merger terms.

The filing also shows dispositions of outstanding unvested restricted stock units representing 11,778, 7,686 and 23,720 shares of common stock, which automatically vested at the merger’s effective time and were cancelled for cash based on the same $25.00-per-share merger consideration. Following these merger-related transactions, the Form 4 reflects zero shares and RSUs held for this reporting person.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HENDRICKS DANA S

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	23,720	$0.00	--
Disposition	Restricted Stock Units	7,686	$0.00	--
Disposition	Restricted Stock Units	11,778	$0.00	--
Disposition	Common Stock	45,392	$25.00	$1.13M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.

Key Figures

Common stock disposed: 45,392 shares at $25.00/share RSUs block 1: 11,778 RSUs RSUs block 2: 7,686 RSUs +3 more

6 metrics

Common stock disposed 45,392 shares at $25.00/share Common Stock cancelled for cash merger consideration on June 26, 2026

RSUs block 1 11,778 RSUs Unvested RSUs vesting and cancelled for cash at merger effective time

RSUs block 2 7,686 RSUs Unvested RSUs vesting and cancelled for cash at merger effective time

RSUs block 3 23,720 RSUs Unvested RSUs vesting and cancelled for cash at merger effective time

Merger consideration $25.00 per share Cash paid for each share of common stock at effective time

Post-transaction holdings 0 shares Total shares and RSUs reported after listed transactions

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"was cancelled and converted into the right to receive $25.00 per share in cash... (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit ("RSU") financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock."

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions..."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

disposition to issuer financial

"transaction code description: "Disposition to issuer" for the reported transactions."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:20 PM Accepted by SEC EDGAR 06/26/2026 - 12:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HENDRICKS DANA S

(Last) (First) (Middle)

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM ALABAMA 35209

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ PRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		D(1)		45,392(2)	D	$25(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	06/26/2026		D(1)			23,720	(5)	(5)	Common Stock	23,720	(5)	0	D
Restricted Stock Units	(4)	06/26/2026		D(1)			7,686	(5)	(5)	Common Stock	7,686(4)	(5)	0	D
Restricted Stock Units	(4)	06/26/2026		D(1)			11,778	(5)	(5)	Common Stock	11,778(5)	(5)	0	D

Explanation of Responses:

1. On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

2. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.

3. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration").

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.

5. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.

Remarks:

	Lee M. Pope, POA for Reporting Person	06/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did PROASSURANCE (PRA) CFO Dana S. Hendricks report in this Form 4?

The CFO reported issuer-related dispositions of common stock and restricted stock units. These were cancelled at the merger effective time and converted into cash based on the agreed merger consideration of $25.00 per share under the merger agreement with The Doctors Company.

How many PROASSURANCE (PRA) common shares were disposed of in this filing?

The filing shows 45,392 shares of common stock disposed of in a transaction coded as a disposition to the issuer. Each cancelled share was converted into the right to receive $25.00 in cash, without interest, subject to applicable withholding taxes under the merger terms.

What happened to PROASSURANCE (PRA) restricted stock units held by the CFO?

The filing lists three RSU blocks of 11,778, 7,686 and 23,720 units. At the merger’s effective time, these unvested RSUs automatically vested, were cancelled, and entitled the holder to cash equal to the number of underlying shares multiplied by the $25.00 merger consideration.

Was the PROASSURANCE (PRA) CFO’s equity sale an open-market transaction?

No. The Form 4 uses transaction code D for disposition to issuer. Equity was cancelled and converted into cash pursuant to the Agreement and Plan of Merger with The Doctors Company, rather than being sold in open-market trading on an exchange.

What is the merger consideration referenced in the PROASSURANCE (PRA) Form 4 footnotes?

The merger consideration is $25.00 in cash for each share of common stock outstanding immediately before the effective time, other than excluded shares. Cancelled RSUs also paid cash equal to their underlying share count multiplied by this per-share merger amount.

Does the PROASSURANCE (PRA) CFO hold any shares after these transactions?

The Form 4 reports total shares following each listed transaction as zero. This indicates no remaining common stock or restricted stock units are shown for the reporting person after the merger-related cancellations and cash payments recorded on June 26, 2026.